


Guardian Quest

by Cyberra, Omicron_The_IceQueen



Series: The Level Workers [17]
Category: Transformers - All Media Types
Genre: Gen, Sparklings
Language: English
Status: In-Progress
Published: 2014-02-16
Updated: 2015-10-03
Packaged: 2018-01-12 15:53:16
Rating: General Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 5
Words: 12,549
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1190898
Author URL: https://archiveofourown.org/users/Cyberra/pseuds/Cyberra, https://archiveofourown.org/users/Omicron_The_IceQueen/pseuds/Omicron_The_IceQueen
Summary: <blockquote class="userstuff">
              <p>The Life Pool Guardians of Vector Sigma have lived in the Deep Levels of Cybertron for millennia, keeping watch over the life pools where new sparklings are born. Now, with Cybertron dying around them,  the remaining Guardians must undertake a dangerous journey up from the Deep Levels, facing ravenous hordes of scraplets, the corruption of Dark Energon, and the inward collapse of the planet itself, if they and the sparklings they protect are to make it to the surface alive.</p>
            </blockquote>





	1. Signs of Danger

The big blue and coppery-gold mech moved quickly through his territory, trusting the other Life Guardian with his precious charges, while Ultimus went to investigate the pool sites. Using shortcuts he'd either found or made over the long vorns he'd been in Cybertron's depths, he moved from site to site, searching for the unique scent of Vector Sigma's special energon. What he scented was only traces, dried residue in the pools, and utter silence where once there had been the chirping of newborn sparklets. The pools were gone, as Pinion had indicated. Ruffling his armor uneasily, Ultimus headed back to his lair, detouring on the way to collect one of the several caches of energon and supplies he'd built around his territory.

A low snarling growl came from Ultimus’ left, the sound metal and animalistic. It was a known sound of a cyber-crocodile, and the familiar echoes of a heavy tail dragging on the ground before the massive creature slid out of a low Insecticon tunnel. The bugs themselves have been strangely absent for a long time, and it had been a long time since any of the smaller scout came begging to Ultimus for scritches or attempting to give him a grooming session, seeing the mech as a ‘Drone’ rank and thus to be cared for as well as their own Drones and Queens.

The rusty red and orange creature turned spotting the Guardian and rumbled, “Ubimus?” it asked, Ultimus’ name muffled as it had his jaws mostly closed and carrying pouch full with its two tiny charges. The mecha beast that wasn’t, split apart and transformed formed into a heavy, massive mech, covered in his beast mode hide and scales.

Outrack had a broad sword in hand and a shield generator on his other forearm, he was mostly rust colors and stained, but was one of the few mechs alive that were immune to rust. That hand touched the mech’s beast mode head that was now covering his strongest armor pocket where his charges snuggled in, “Ultimus, it’s good to see someone again.”

"It has been getting unnervingly quiet down here." Ultimus extended his hand to clasp the other Guardian's forearm. "Pinion showed up a few breems ago, telling me Vector Sigma itself was gone. I just finished checking all the pool sites." He glanced back toward the last site, armor flaring and resettling. "I don't like this."

"Mine are long gone," Outrack rumbled, worried himself and added, "Terrahorn and Howltrack are just gone as well, nowhere to be found in their territories. I checked for them all over."

"The territories on the other side of mine have been too quiet, as well, and it's been decaorns since I've heard anything from anyone. Not even from the Wrecker crews. Have you seen any platforms in your area? The crew that was doing repair work in my territory is missing." Ultimus began heading for the next cache, keeping his pace to something Outrack could match comfortably.

"You didn't hear from the Foreman?" Outrack blinked, then took a deep breath to scent the air. The mech though the same size as Ultimus was a little slower in pace from habit of his beast mode and personality to stay steady, "There's no scent of the Dark Energon here... you are very lucky my friend." he added rubbed a nasty looking burn on his left shoulder.

The blue and coppery mech shook his head. "I was deep in; I don't think the Foreman could find me." He looked at the other Guardian sharply. "Dark Energon? I thought that stuff was under lock and key in orbit."

"Apparently not, we have a lot to talk about, has anyone other than Pinion come here?" The croc-mech asked, slowing to tilt his head at another Insecticon tunnel, aiming his better audio at it and listening for the clicks and trills that were no longer there.

"So far only Pinion had arrived when I started my checks. If anyone else has shown up, they would've done so while I was out, so we'll know when we get back to my living area. Just two more caches to collect before we head back... I have an uneasy feeling we'll need the supplies." The big quad-changer slowed down, inhaling deeply but smelling no life in the tunnels.

"All the bugs are gone," Outrack hesitated and added, "Their predator spiders are either dead or in stasis webs as well." he worried, "The echo systems are just blank as well."

"Even the wildlife is either gone or in stasis... This is bad. Very bad." Armor rattled as Ultimus shuddered, trying to process the implications.

"The last I heard from the Wreckers in my territory before they started to pull up to the surface, was that some mech called Megatron was trying to infect the core." The other mech started, running a hand over his shield generator, then swung his broadsword around to his back, "I took all my stores as well, not sure if I can put anything more into subspace. But I can carry."

" _Infect_ the _core?_ Was the mech _insane?_ " Ultimus picked up the pace a bit. "Gone to the surface... That would explain where the Wreckers all went."

"Yes I think he was," Outrack, snorted and then gave a soft keen as he struggled for a moment with something, "If I get my claws on him I assure you Ultimus that mech won't live long for what he did."

Yellow optics fixed on the other Guardian. "What happened?" That soft keen had Ultimus' armor bristling, claws sliding from their sheaths in his fingertips. "What did he do?"

"The extending Dark Energon veins," The mech looked down at the croc head where his two remaining charges were, "...one of the little scraplets was caught in the path before I could get to him. I don't really remember what happened next, my beast mode took over."

A soft keen escaped Ultimus. For a Guardian, losing a sparkling was one of the worst things that could happen. "The poor thing."

"I don't think these two have left my armor since," Outrack admitted with a soft sound, he didn't admit aloud he wasn't ready for them to be out either.

"I can't blame them for that. It's the safest place for them to be." The other mech nodded. "Mine have been sticking close, but are not quite as clingy... My territory's been quiet. I left them with Pinion in my lair while I checked the pools." Spotting the second cache, he headed toward it, pulling aside the hidden door and sub-spacing all the supplies inside.

"Take the parts too," Outrack said as he picked up a box with assorted things for joint care that must have been given to Ultimus by a Level Worker. "As much as you can hold, not just the energon, I have a feeling we might need them for us or the little ones."

"I plan on stuffing my subspace to bursting, along with the trailer section of my ground vehicle alt." Ultimus moved in farther, fishing out boxes of supplies covered in crystal spider cobwebs.

"Might be worth seeing if any of the others left their stashes," The other mech realized, with only a beast mode he didn't have the option of stuffing an extension of an alternate mode.

"I know at least one of the others had so many caches she couldn't keep track of them all... Might be worth seeing if she left anything really useful behind. My last cache is near her territory, so we can check while we're over there." The sulfur-eyed mech scanned for anything he might have missed, then extricated himself from the storage area.

"Leave it open?" Outrack asked, lingering as he to checked as well before following after the bronze mech. He didn't protest the idea so with him it meant he was okay with the idea.

"No reason to hide the entrance again. There's nothing inside to take." Ultimus tilted his head in the direction of the next cache.

Outrack offered Ultimus the box he was holding, "Here, I can move just as fast in beast mode, there's a stream not far, along your path if I remember right."

Ultimus took the box, stashing it in subspace while pinging the other Guardian the coordinates of the last cache, as well as several he'd found in the next territory over. "As long as the stream hasn't run dry... The way things are going it wouldn't surprise me if it had."

"You never know until you see it," Outrack said firmly, "And I can handle even rust-water."

"Let's hope it's not tainted." Ultimus nodded to him. "I'll see you at the next cache."

"I'll meet you there, but I will stop by Pinion first," The mech transformed, folding into his beast mode, and opened the great maw enough for Ultimus to see the two sparklings that squeaked in protest at their shielder opening.

The blue and coppery mech reached over to gently touch the sparklings' cheeks, then rested his palm on Outrack's snout before nodding and turning down the tunnel, sprinting out of sight around a bend.


	2. Chapter 2

Jack pounced into her sire's lap the moment he was sitting in his chair, snuggling against him and folding her fan like fins that dimmed from the playful blue and green to a darker blue of being tired. "So many visitors..." she wondered aloud, the sparklings having worn out the older youngling.

The old mech purred warmly to her, running a hand lightly down her back. "It's not often you get three Guardians and their charges in one place." His optics brightened at her reaction, though they were still darker than usual. He'd found the female Guardian, Longsight, crushed under a ceiling collapse in her territory, two of her four charges dead of hunger and the other two barely alive. One had died despite Ultimus' best efforts, and the single survivor was cradled with Outrack's pair.

"Where do you keep the sparkling feeders for the tiny ones?" Pinion asked from where he was rummaging through the store room in the back. "Might help the new little one get some down at a slower rate so not to shock its system."

"Top shelf on the left, above the empty cubes," Ultimus replied, freeing one hand to point. "There might also be a couple in the cleaning unit." He tilted his head to peer between the nasty-looking teeth of Outrack's beast-mode head, seeing three pairs of optics peering back.

The croc-mech had his jaws propped open, just enough space for the sparklings to get out as he recharged for a little bit, a quick nap and not minding the other sparklings that now where attempting to climb over his scaly frame.

" _There!_ " Pinion came back over, his three charges tumbling over the large tail and debating on staying to investigate or go check out Ultimus' feet. "I still have the sparkling blend from the Wrecker medic, so this sparkling should survive Ulti."

"That's very good to know. I wasn't sure he'd make it, considering how weak he was when I found him." Blue and coppery gold armor ruffled and settled. Still stroking Jack's back, he watched the other two Guardians, smiling at the playing of the younger sparklings before looking back to Pinion. "So, what do we do now?"

"That's a good question," Pinion hummed as he tapped the croc's nose to wake him up. The beast-former unshuttered his optics. Taking in what was going on the rusty Guardian stood and turned his head to gently evict the three sparklings into Pinion's waiting hands and then transformed. He blinked around at his tail at where one of Ultimus' charges was clinging."Would you like to do this Ultimus?" Pinion asked as he offered the bottle like feeder to the sparkling, knowing his friend might need the lift of feeling the little life getting stronger again.

The red-haired mech nodded, shifting Jack up to his shoulder before carefully cradling the little sparkling in his arms. Humming softly to the little one, he held the feeder, watching tiny hands grab at it and the sparkling begin to drink before looking up at the other two Guardians. "The life pools have dried up. Vector Sigma is gone, the Wreckers are gone, the Insecticons... We can't stay here, that much I can figure out."

"I think we need to head up as well," Outrack said slowly, almost not wanting to but knowing it was really their only path. "To the surface. Though this old croc likes being in the depths."

"Without the Wreckers to maintain the levels Cybertron is going to collapse in on itself," Ultimus pointed out. "Collapses already killed Longsight. I personally do not want to be here when the ceiling comes crashing down."

"True enough..."

"Shame this shuttle can't move anymore," Pinion mused as he settled and sat down in the other chair, while Outrack settled on the floor. Both other guardians sorting the little youths to feed them.

"It was left here because it couldn't fly anymore... Last time I glanced at the engine compartment half of it had fallen into rust." Ultimus twitched his shoulders. "I can fly, but my engines suck up too much power, and I'm not a passenger transport. If we're to leave we'll have to do it on foot."

"Flying with the dark energon veins isn't a good idea," Outrack said as sparklings took the offered little cubes. He considered something, "Hmm, it's going to take a long time to get up there. I think the littles should stay their size as they are now for the time being."

"They should... They'll be easier to transport in our armor if they stay small, and out energon supplies should last longer." Yellow optics dimmed briefly. "Outrack and I raided Longsight's caches, as deep into her territory as we could get before the collapse blocked us out. It should last us a while."

The black and red Pinion looked over at Ultimus, "My trailer half full from the stashes I could found from old Thunder's territory, you know the hammer-head? He passed some vorns ago, but he liked his dense-grade energon, those stores should last us as well."

"The more we have stashed in our subspace, the better. We're almost thirty levels down... It won't be a short trip." Under his helm one of Ultimus' audial panels twitched, and he looked sharply toward the shuttle's hatch.

Two growls echoed, in the room, and all the youth paused before a known glyph pinged off the comms of the adults. Nightspin rapped his knuckles on the hatch, rumbling audibly. Pinion's jaw dropped, his fangs visible as he tried to get over from the shock of one of the deepest level guardians, that was so stubborn about leaving with his territory he nearly starved himself to give energon to his charges and not himself. "Primus..."

"It's open," Ultimus called, remotely unlocking the hatch. It had been a very long time since he'd seen Nightspin, and almost never out of the other guardian's territory.

The door opened and a little mechling, no older then Jack, if not a little younger, poked his head in first. He chirped, and Jack chirped back before looking at her sire, "He said something's wrong." She translated, looking over Ultimus' head to see the large form, not quite moving in, the new adult mech seemed almost to be in a trance.

Ultimus' armor flattened down. "Nightspin? What's wrong?" His optics narrowed slightly. "Can you help him in, Pinion?"

Shedding his clingers and putting them in Outrack's lap, to be able to guide the stunned mech in, Pinion put the other into the seat he'd been in. "Nightspin?" he asked, clicking his fingers in front of glazed pink optics, "What's wrong?" Pinion reached over to peer into the mech's armor, and blinked as a little form flopped into his hand with a wanting creel for energon.

Pinion automatically offered it some, but the creel seemed to jar the newcomer aware some. There was a cautious chirp from one of Ultimus' other charges, peering around a blue-and-coppery leg Ultimus continued to feed the tiny sparkling in his hands, one fingertip stroking the small back while holding the feeder with the other. The tiny sparkling was latched firmly onto the feeder, not willing to let go. "Nightspin?"

He dimmed his optics and slowly shook his head, murmuring something.

"...?” Pinion tilted his head, “The Oracle?" he frowned then looked up at Ultimus, who was the last one of their class and group to have been touch by the demi, each had visions over the ages from her or Vector sigma at different points.

"Did she speak to him?" Ultimus blinked, looking at the deep-level guardian. "What did he say?"

"He just said the name and something about stars... none of us have seen stars since the Quints where slagged by the Old Ones." Pinion frowned, and coaxed the mech to let his other three charges out, settling them on the floor with the watching croc-mech, "I think he needs recharge to absorb whatever he was shown."

"Spare berths in the side room, first door on the right." Ultimus indicated the proper direction. "Make sure he doesn't have any more hungry sparklings in his armor before you let him sleep."

"I'm only picking up the four unless they are in stasis," Outrack commented, his scanners were powerful enough, and the mech rose to help lift Nightspin up and over to the berth. "If that old slagger has come up, I think it is time to leave," he said, coming back.

"Nothing short of the coming of Unicron could get that pile of rust out of the deep levels, or so I thought." Ultimus looked down at the sparkling in his hands. "If he's come out of his own volition... Then the situation is probably worse than we thought."

"If the Oracle spoke to one of us," Outrack rumbled, reaching down to run his fingers lightly over little helms, "I think, we should get this lot settled down and clicking in recharge. I might be worth mediating a bit in case the Oracle needs to speak with the rest of us."

"Once the hatch is locked, nothing can get in. We and they will be safe until we decide to leave." Carefully getting to his feet, Ultimus moved over to shut and lock the hatch, then settled cross-legged on his own berth. His charges swarmed over his armor, finding their favorite places to curl up on one of the large metal-mesh pillows.

"Ulti?" A black hand reached out to tap against the bigger mech's front, tapping for attention. Or rather a request as Pinion balanced the young mechling on his other arm. The dark mech almost always tried to settle in for recharge or just snuggles when either visiting, hosting or even with his own charges. Despite the mech's sometimes 'evil' looks of his armor, Pinion was as much as a snuggler as a Guardian could be.

A soft chuckle answered the tap. Ultimus obligingly moved over, shifting the sparkling-laden pillow out of the way and stretching out on his side, nudging Jack over to the bundle of small bodies. "At least some things never change..."

Pinion shrugged, setting the blinking mechling down on the other mech's broad chest in order to climb up onto the berth. Jack flicked her fins before crawling over to ball up against Ultimus' left shoulder and neck. While at the same time the black Pinion was settling himself against Ultimus' side and wrapping one arm around him, letting the mechling that came with Nightspin wedge himself in the space between them.

The redhead took his time settling, making absolutely sure there were no tiny stragglers getting into awkward places before venting a sigh and sinking into the berth padding. Reaching up, he stroked one fingertip along Jack's back, then loosely draped his arm over Pinion. "Hopefully when everyone wakes up 'Spin will be able to tell us what happened. Until then, let's see if the Oracle has anything to say to any of the rest of us."

"Indeed," Pinion nodded against the bronze chest, listening to the sound of Outrack’s transformation and his beast mode growl as the beast-former stayed in the front to guard the others. Nothing picked a fight with a cyber-croc after all.

Ultimus hummed softly, armor vibrating. Then he put his head down, letting his optics dim as he settled into recharge.


	3. Chapter 3

It was a dimmed cavern, darker then the last time that Ultimus had seen it, either with his own optics or in a vision. The Oracle's chamber lit only by a small energon stream in the middle of the bridge for any stray traveler that wandered lost to the place. A soft hum from the ring made crystals chime out of sight in the darkness as energy curled over molten metal patterns on the massive ring.

"Oracle." The big mech inclined his head respectfully, approaching the ring. It had been a long time since the Oracle had last spoken to him; if she was speaking now then what she had to say would be very important.

" ** _Hello again child of my brother,_** " The femme like voice said, echoing with repressed power, and a trail of energy lifted off to reach out and curl affectively around Ultimus' closer hand.

Ultimus hummed softly, reaching out to lightly rest a hand on the ring. "It's been a long time."

" ** _Ages and not a klick,_** " The Oracle chuckled, and reminded. " ** _Though it has been long since you and your brothers once guarded me._** "

"That is true." Ultimus nodded. "Though there are fewer threats to you these orns, since most of Cybertron seems to have forgotten you."

" ** _And I am in Primus' grip,_** " some of the trails of light flickered down the ring to under the bridge, as well as to something 'new.' Veins of metal had twined around the ring at points.

"It will be much harder to move you unwillingly, then." Ultimus traced some of the markings on the ring, running his fingers over the engravings. "Things are falling apart, aren't they? Vector Sigma is gone, the life pools are dried up, the Wreckers and the Insecticons are missing from the levels..."

" ** _Primus has sent his young sparks out to the stars, until he can heal himself._** " One of the traces of energy brushed against the side of the mech's helm and face. " ** _That means you and your brothers, and the tiny sparks under your care must leave as well._** "

"We figured as much. We've been gathering all the supplies we can find, from our own territories and from neighboring territories that have already been abandoned, or where the guardian has been killed." Yellow optics dimmed slightly as he thought of Longsight and her three tiny charges.

One of the light trails touched his helm a gain, giving flash image of contented sparks resting within Primus' own once more, and three tiny new ones being given to Vector Sigma again.

The blue and coppery-gold mech hummed softly. "It will not be an easy journey out of these deep levels, will it?"

" ** _No, but you will make it,_** " The Oracle said, and Ultimus sudden knew where somethings were going be when needed, though it wouldn't be until he was there looking around at the place. " ** _But there is a new duty for you, the Life Guardians._** "

Under his helm, Ultimus' audial panels perked up. "A new duty?"

There was a sense of the Oracle nodded, " ** _Yes, Vector Sigma, as you said is gone, but not_** gone ** _. My brother is protected, but will need all the aid possible, for he, unlike I, has never left Primus' grip until now._** "

"What is it you want us to do?" All of Ultimus' attention was on the ring, waiting for the answer.

" ** _Find the Fortress that holds Vector Sigma,_** " The Oracle said, and she was there, in a way, wrapping arms around Ultimus from behind and pressing a forehead that was and wasn't there to his helm. " ** _You must find the way on your own, but I have given you, my children, an aid. When you walk the surface again, remember your old songs, and the old Hope will descend for you. You may remember it. There is a new world to seed and protect in the vorns to come for you._** "

That information was carefully filed away in Ultimus' processor and given the highest priority tag. He leaned into the embrace, optics dimming slightly. "We will find our way, somehow."

" ** _I know you will,_** " the deity hummed softly, fingers brushed over the mech's shoulder before the arm, white and without shape for now, curling back around him, " ** _And I will watch you the whole time, but though the shell is dying it and those inside are not all dead. Be careful._** "

"We have sparklings and younglings to protect. We will be nothing _but_ careful," the big mech murmured in response.

The Oracle chuckled, " ** _One more thing,_** " she held up one white digit for him, " ** _It will be a very long time before Primus uses me, so like before. One question and truth if you wish to ask. When you are ready,_** " The Oracle added.

"I will save that question for later, then, since I have nothing in mind right now that has not already been answered." The redhead leaned against the ring, humming softly.

The Oracle wrapped her energy around him in as close to an embrace as she could with the body form fading. And she was reluctant to see him and the others leave Cybertron, but couldn't do anything about it.

"We're as reluctant to leave as you are to see us go, but there's no other choice," Ultimus murmured. "It's been so long since any of us have left the deep levels."

" ** _A long time indeed, though you will get used to the stars again._** " The Oracle's tone had a sad smile to it, " ** _Time for you to wake up now Ultimus, your youngling is about to fall off your berth._** "

Ultimus had to chuckle at that. "She always was a squirmier... That's the reason I got into the habit of piling pillows on the floor around the berth. So she won't get hurt if she does fall off." He ran his hands over the ring once more, then reluctantly pushed away, stepping back. "Until we meet again, Oracle.'

The last traces of energy pulled back, and the ring itself hummed before the scene of the chamber dimmed and darkened. Fading like a dream to let the real world come back, though missing the early riser Pinion.

As soon as he was partially aware, Ultimus' hand shot out to catch Jack before she ended up on the floor again, drawing her closer to his frame, the big mech lifted his head and yawned hugely, blinking to clear his optics and looking around. The swimmer femling yipped, starling awake and automatically clung to her sire. Jack stared around for a moment, realized what happened and ducked her head.

"Hi..."

The big mech chuckled. "Need to be a little more careful there." His gaze swept over the other sparklings and guardians, making sure everyone was accounted for,

His and Pinion's where still clicking in their recharge, while the black at red mech had paced soundlessly to check on the oldest one. The mechling shifted around and fell over Ultimus to land on Jack with a playful blurp. That caused Jack's fins flushed a startled orange and a 'hey!' slipped out.

Ultimus snorted softly, carefully moving the other mechling aside and running a gentle fingertip down Jack's back. Yellow optics watched Pinion, then glanced over to Outrack.

As the two youths eyed and poked at eachother to see if they liked one another, Jack arched into the pet happily. Outrack was still in beast mode, semi curled up with not only his but Nightspin's and the one 'stray' sparkling curled up either on his head or hiding in the pouch behind the wicked fangs, jaws propped open enough. Anything that was heaver then a sparkling that tried to get the youths would very likely not have a hand anymore.

Pinion looked up from the other berth, humming, "Hello again Ultimus."

"Hello again." Ultimus checked around himself for strays before carefully stretching, armor standing on end briefly before settling. Resting his chin in his palm, he looked over at the other mech. "The Oracle spoke to me."

"To me as well," the black mech nodded coming over to lean against Ultimus' berth, "She was very sad."

"She doesn't want to see us go, but she knows there's no choice." Air gusted from the redhead's vents in a huge sigh.

Watching Jack pounce the mechling with a trill, Pinion smiled, "Looks like there's a new set of friends." He paused and added, "Yes... she said that Primus will rise again."

"And that there will be a new world to seed and protect," the blue-and-coppery mech added, nodding.

"A new world?" Pinion looked surprised, "The Oracle didn't mention anything like that to me."

"She told me that there will be a new world for us, a new place. Though she didn't say where or how long it would take to reach." Ultimus shrugged. "I guess we'll have to wait and see."

"And find Vector Sigma first," Pinion purred, he had been told of the new duty as well, "If there is a new world, then we have to find the Sigma, I think it is going there."

"The Oracle said that once we reach the surface, the old songs will call down a ship for us," Ultimus commented, going over the information he'd been given. "Hopefully then we can find out where Vector Sigma is."

"Old songs?" Pinion considered, then hummed a lullaby thoughtfully that he had use nearly his whole term of being a Guardian, even before when he comforted fellow prisoners in the fighter rings. Even Ultimus at one point after a visit to a tentacle adorned 'doctor.'

The blue and coppery mech hummed in response, part of an even older song from his gladiator days. "She said I would know, when the time came."

"We can also just teach the little scraplets the songs we know," Pinion shrugged, paused and his optics widen, "Oh Primus..."

An optic rim went up at that. Ultimus tilted his head slightly to the side, waiting for the other guardian to elaborate.

" _Scraplets_ ," Pinion turned, blue optics meeting yellow, "Remember them, in the arenas, the Quints bred them to eat the dead, and didn't care that when a swarm got big enough to eat a mech of our class? Cybertron was never rid of them, with all the dead _now_..."

Ultimus' armor flattened. "With all the death and destruction, it's going to be a feeding frenzy for the wretched pests."

"We'll have to be very careful... and if we think we hear them," the black and red mech nodded at the massive cyber-croc, "We should get Outrack to hold the sparklings for all of us, scraplets never bothered him, and he has swam with and ate them before."

"We'll discuss that with him when he wakes up." The former gladiator nodded firmly. "On the way up we should recharge in shifts, so that someone is always awake and listening for danger."

Pinion nodded, already pulling up memories of the rebellion before the Metrotitan's stood up, memories he never could get rid of even if he wanted to, "Yes... just like when we watched out for Theta Five while she hacked the doors..."

Ultimus reached out to tap on the side of a crate under the berth. There was a chittering sound, then a small black head poked out. "We'll have some help."

Jack trilled at the thing, half dangling off the berth and flashing random colors through her fins.

"Tame scrapmetals. Handy for keeping out the pests and distracting half a dozen hyperactive bitlets." The yellow-eyed mech grinned slightly sheepishly at the black and red mech.

"As good as maneto-lizards," Pinion mused, missing his once collection of glowing gecko-like mecha beasts that used to nest in his home.

Ultimus shifted, reaching out to lightly touch the other mech's shoulder. "Hopefully, if we find one of the Old Ones, there will be some lizards swarming around in them. Maybe you'll have them again."

"Didn't loose them all," Pinion smiled, opening a panel of his armor and extracting a stasis container he'd gotten from some Wrecker, but inside was at least a dozen small eggs.

Sulfur-yellow optics brightened. "Hopefully we'll find a safe place for them to hatch."

"Until then they can stay in here," The black mech put his little treasures away, then blinked and looked over and sleepy sparkling protests as Outrack tilted his head to deposit those in his jaws and on his head onto the ground.

The big beast-former stretched and yawned before transforming. Kneeling he gathered up the huddle of sparklings into his arms and moved to put them on the berth. "Stop complaining, you start pulling my teeth and you're out."

"At least they can't actually pull them out," the redhead wisecracked, sitting up. "Recharge well?"

"As much as one can with non-dreams, and one of your sparkling's pulling at my teeth," The rusty shaded mech stretched again, checked around his feet, watched Jack and the new mechling bound off the berth and case each other around the rest of the shuttle. His tail twitched on the floor thoughtfully as he considered what to say next.

Pinion arched an optic ridge at Ultimus in amusement.

"Now you know why I don't recharge in my wolf mode." Fangs gleamed in Ultimus' grin as he shifted over to give Outrack some room to sit. "Did the Oracle speak to you, too?"

"In a way, though if there was a conversation I do not remember it." The croc-mech tilted his head, "Not yet." he added sitting on his tail beside Ultimus as Pinion leaned back against the spare berth.

"What did you see?" the black mech asked.

"...something none of us have in a long time...an energon sea."

Ultimus reset his optics several times. "She didn't show me that... She did tell me there will be a new world and a new duty for us. But nothing about a new energon sea."

Outrack unfocused his optics, re-building the memory in his processers, not just in his spark, "There was... red earth, dirt under my paws and a yellow star, sun...and... and a city I think I know... It looked like the first lay out of Crystal City almost."

"An organic world," Ultimus mused. "That will take some adjusting to..."

"Not exactly," Outrack shock his head, "There were two worlds...one is a charge, foster I think. Like how the space travelers use to do after we resettled Cybertron from the Quints."

The blue and coppery mech digested that. "The future is going to be interesting, to say the least." He glanced toward the side room where Nightspin had been placed, tilting his head and listening for any sounds of movement.

Pinion touched his fangs with his glossa, looked around and started counting, not minding Jack climbing up to his knee to jump over her new friend's head. "How many sparklings do you have Ultimus? I have three, Outrack the two, the stray from Longsight and Nightspin's four... that's eleven so far not including the two bigger younglings."

"I have three bitlets," the former gladiator answered, pointing out his trio from amid the pile. Three pairs of small optics blinked up at him.

"Waking up are you?" Outrack chuckled as he reached back to run his fingers over tiny helms, "Makes fourteen... we can work with this. Yours' and Pinion's trailers will come in handy, but I estimate we should get to the surface before the energon runs out."

"And they'll be begging for energon once they finish booting up." The redhead peeled himself off the berth to fetch enough sparkling cubes for everyone, as well as a clean feeder for the rescued sparkling. "And Pinion brought up an important point we hadn't considered yet while you were still recharging."

"Hmmm?" the rusty mech carefully picked up the smallest and thinner of the sparklings, cradling it in his cupped hands and purring to it. Lifting it up and out of the way of the coming tussle once the kreels started.

"Scraplets," Ultimus answered bluntly. "With all the dead mechs that will be lying around, and all the destruction, it'll be a feast for the wretched little things. We're going to have to be on guard at all times on the way up, and most likely on the surface as well. You might find yourself with all the sparklings to guard if a swarm spots us."

"I can carry more than fourteen," the mech considered, not looking away from the sparklings as Pinion moved to check on the last guardian. "And..." Outrack dug into his subspace into pull out a large can and hold it up for Ultimus to see, "It might be worth staying here long enough to make more of this."

Ultimus peered at that can, making a curious sound.

"What counts as repellent for Scraplets, but it only works once they bite you..." Outrack admitted, "Bite, bite run away."

"That does sound like a good idea. Though it doesn't make the thought of scraplet bites any better." Ultimus fluffed his armor briefly, recalling his last run-in with the pests.

"Nothing short of a mech with magnetism field manipulator can keep them away and not biting. But this here," he shook the can with a liquid slushing inside. "is only enough for sparklings, but its not too hard to make enough to give you, Pinion and Night' a good three coats."

"Sounds good. There should be enough materials around to make it. The time it takes might give us a chance to check other abandoned territories for any forgotten supplies." Ultimus glanced over at Pinion, tilting his head slightly.

Pink optics were looking back over Pinion's dark shoulder, the oldest of the guardians shook his head but seemed far more aware, alert and generally Nightspin was alive again.

"Look who's up, in time for feeding of course." Pinion grinned, flashing his fangs.

"Welcome back to the land of the conscious, Spin." Ultimus waved the other mech over to join them. "Feeling any better?"

The silver mech rolled his shoulders, the tank barrel on his back shifting and settling once more, "Yes...though I do not know how I got here Ultimus," The old mech admitted slowly, not liking it.

"I heard you a klik before you pinged for entrance, but you were pretty out of it," Ultimus told him. "It took us a few kliks to get you to let the rest of your little ones out so we could feed them. We've been wondering what it was that drove you out of your territory. All we could get out of you was mutters about the Oracle and stars."

"Sire!" The mechling ran over, wrapping his arms around Nightspin's right leg, then trilling as he was picked up before snuggling against the bare silver chest.

Nightspin rumbled as he ran one hand over his mechling, "Good to see you again too little shark." The Guardian purred, and only after a snuggle did he look back up again, "Stars…yes. I- _we_ are going to find the future of our race in the stars."

"The Oracle has been busy tonight... She spoke to all of us, telling us what we need to do, and hints of what the future holds. A new world, an energon sea... But first we have to get to the surface and call a ship." Ultimus stared distributing energon as small creels started rising from the sparklings.

Outrack took the feeder for the littlest of the near clutch, holding it between two fingers. "We should make a list of things to do in order," he said sensibly while Pinion fetched energon for Jack and the mechling.

"Otherwise we're going to be running around in a disorganized mess." Ultimus snorted his amusement. "The making of scraplet repellant and the searching other territories for supplies can be done at the same time, I think..."

"At this size the little ones should doze off after the energon," Outrack said, "When they do I'll look around and make a list."

"Then to look at the other territories," Pinion nodded, "There should be not far, the other side of the planet's level may not be in reasonable range."

"Going too far would be dangerous... Staying to the nearer territories would be best." The former gladiator nodded his agreement. "Pinion and I might be best for that, since we have the most cargo space."

"If there is a collapse, I can check it out," Outback motioned to the ground meaning his lower ground clearance in beast mode, "But yes it would be best for two of us to stay here."

"Two to guard the little ones and prepare the repellant, two to search for supplies. That sound good?" The redhead looked at the other three mechs.

They nodded in agreement. Then Jack poked at her sire's leg, "I'm hungry too Ulti."

"After feeding the littles," Pinion laughed.

Ultimus chuckled. "Of course." Fishing out an energon cube, he passed it to Jack, settling down to the task of feeding the sparklings. His femling took the cube and climbed up into Ultimus' favorite chair, waiting for him there. She was used to their normal routine after all, not having grasped that it was going to change just yet.

The big mech smiled warmly and followed, settling into the chair and picking up the youngling. Humming softly, he watched her drink. Halfway through the cube, the girl offered it up to Ultimus, "Want some?" Jack asked.

"That cube is all yours, brightspark," the quad-changer replied. "I've already eaten."

"You gave her good manners," Outrack praised from where he was watching, the mech smiled as he tucked the small sparkling in his hands into an armor pocket to let him sleep. Fairly sure the 'stray' would just be doing that for a while, eating and recharging.

"I do my best to teach them all manners in the time they're with me," the redhead replied, looking up. "Some take to it better than others."

"I remember one little biter that came from you into my charge," Pinion spoke up, remembering and smiling, "First time I saw him he was attached by biting Ultimus' finger, and didn't let go for a whole bream."

"I still have scratches on that fingertip," Ultimus replied with a laugh. "Spunky little bitlet."

"I have marks as well," Pinion laughed himself, "I think Gunhide had the worse, that mechling was bigger by the time he got there."

"Never lost the biting habit, eh?" That got another chuckle.

"Some of them never do," Nightspin said, pink optics bright as he watched one of his charges try and chew on his armor. "Though that is not always a bad thing."

"It's usually only a bad thing when bad habits pair with a bad temper," the blue-and-coppery mech replied. "I've had a few like that..."

"Ta-da!" Jack held up the empty cube, paused and tried to eat it. She blinked in confusion as the adults busted into laughter, giving one and all an odd look.

Ultimus grinned. "The cubes aren't edible, bitlet."

"Uh-huh!" Jack tried again, and then pouted as her latest attempt to eat the cube failed yet again.

The big mech laughed at her expression, tugging the cube away from her. "Not even I can eat that cube. It's not made to be edible."

"Not our old ones," Outrack chuckled coming to lean over and run a careful finger over one of Jack's fans on her helm, "Maybe when we're in space... she's so cute keeping those fins. Not many sparklings keep them after coming out of the Pools."

"Jack loves to swim. She was in the pool as often as she could get away with, splashing about, daring me to catch her." Ultimus smiled slightly. "Hopefully she'll have the chance to swim again."

"Sire said rusty pools are bad," Jack piped up, head tilting at Outrack.

"For you, that is very bad, but my armor and systems were made to deal with rust." The croc-mech gave a playful bubbling sound, making the girl giggle as the mech held an ingredient list for Ultimus to see, "This is what we need for the repellant."

Ultimus looked at the list, scanning the ingredients. "There should be a fairly large supply of assorted items in the storage area. We'll see what we can find while we're out, too."

"Good, once I have everything it should be less then an orn to make and coat the rest of you." Outrack nodded, his tail twitched as Nightspin's mechling pounced on it.

"Probably more than an orn, since we both know the little ones won't be able to leave you alone," the quad-changer pointed out.

"There's an advantage of being taller though," The rusty colored mech pointed out. "And selves out of their reach."

"Keep your tail twitching and they'll go after it instead of the rest of you," Ultimus advised. "It works with my wolf alt's tail."

"Works with any tail. More so if the young ones have one of their own," Pinion put in with a grin.

Ultimus laughed. "Always fun watching them chase their own tails... They just keep going until they get dizzy and fall over."

"Or run into a wall," Nighspin said in dry humor, remembering a few cases like that over the ages.

"That, too." Fangs showed in Ultimus' grin.


	4. Chapter 4

The two guardians had returned from their searching with as much supplies as they could find, including a supply of the ingredients needed to create the scraplet repellant. Their subspace and trailers were laden with repair kits and energon and spare parts, and Ultimus had managed to wedge in a few large pillows for the sparklings to rest on when they were out of their protectors' plating. Six tame scrapmetals skittered about, keeping the sparklings distracted while the adults coated each other and their charges with the repellant, making their preparations to leave.

"I think we've got everything." Ultimus did one last quick check, poking into all the nooks and crannies.

"Almost, Ultimus," Nightspin called, tossing a large, dark blue data crystal at the mech, "Old habits, I think you forgot about it hidden." The oldest of the four mechs inclined his head, he hadn't looked at it, though guessing it was either a sparkling record, or old files from the early wars.

Ultimus caught it, looking at it. Then he had to laugh at himself, shaking his head. "I completely forgot about these... History records, and records of all the sparklings I've cared for." He dug out several more, carefully stashing them in subspace.

A chuckle came from Outrack as he looked up from working on Pinio's back again. "You have those as well?"

"We all do," Nightspin guessed, "Just as we all remember the name of the very first sparkling Vector Sigma placed in our, at the time, confused hands."

"Extremely confused... I'd never even seen a sparkling before that first one came to me." Ultimus smiled ruefully. "Looking back on it now, I can wince at the amount of fumbling and clumsiness."

"What did old Prima say?" Pinion mused, "We're just like any other new sire or carrier...though _now_ I think we are as close to experts as possible for the first stages of life."

"If there's anyone who knows more about those first stages than us, I'll be surprised." Ultimus flared his armor, his charges skittering up his legs and vanishing into his plating.

Jack poked at the blue and copper armor, pouted before chirping for a hug because she couldn't fit any more. She ignored Outrack's soft laugh as he transformed into beast mode, though Jack did blink as the rusty colored cyber croc gently scoop up his trio into his carrying pouch in his jaws.

Humming his amusement, Ultimus scooped Jack up, tucking her into the curve of his arm. "I pity the fool who tries to get at his charges... Those jaws could take _my_ hand off."

"Really?" Jack's optics widened, looked back at the grinning cyber-croc as Pinion carefully stepped over him to the door. "...nah-uh." she finally said faithfully believing in her sire.

"I'd still rather not chance it." Ultimus gave the old shuttle one last look-over, then vented a sigh and followed the others out. Casting one last glance around the chamber that had been his home for more vorns than he could count, he headed for the exit.

Jack scrabbled to perch on her favorite spot on his left shoulder, looking around as well, the femling frowned delicately.

"What's wrong softspark?" Pinion asked spotting her look as Outrack took the lead at his steady beast mode pace.

"When are we coming back?" Jack asked.

"We might never be able to come back, brightspark," Ultimus murmured. "Vector Sigma itself is gone, the pools are gone. The mecha who kept the levels from collapsing are gone. If we are ever able to return, the ceiling might have fallen in and buried this entire place."

"...can we taka a holo?" Jack ask just before they left sight of the shuttle that had been her home all her life as well.

"Of course." Ultimus paused, turning to take one last look himself, as well as getting an image capture. He lingered for one long moment, then heaved another long sigh, turned, and followed the others.

Nightspin clasped Ultimus' free shoulder, cradling his own son. His optics a darker shade, knowing full well the feeling of leaving a home that they all made for themselves. The older mech fell back to the rear position, sword in hand, but from there he could watch as Jack edged over and placed a kiss on her sire's helm to try and cheer him up a bit.

Ultimus hummed softly, ruffling and resettling his armor. Pulling his own massive blade from subspace, he settled it into its clamps across his back, where it was in easy reach if needed. Reaching up, he rubbed Jack's back lightly, looking ahead down the dim tunnel that led upward toward the Wrecker tunnels and the next level entrance.


	5. Chapter 5

Pinion stood in the entrance to the cavern, the mech's dark frame letting him blend in the best as he stalked forward soundlessly. With his optics dimmed he was almost unseen, after scouting around carefully, but again finding no signs of life he rapped the end of his blade on the ground as the all clear while pulling out a light-globe, setting it to give off a light that most cyber beasts couldn't see.

Ultimus vented air slowly through the vents on his neck and back, optics sweeping the darkness as he followed Pinion. He'd tucked Jack a bit closer against his neck to keep her shielded as best he could now that they were out of known territory. These were places the big mech hadn't seen in a long time.

A low rumble came from ground level, the croc pacing with his tail lifted as the off-light reflected green off his scales. Venting air through his mostly closed jaws, "I 'mell vugs."

"Bugs?" Blue-and-tarnished-coppery armor clamped tight to Ultimus' frame, an instinctive reaction to protect the sparklings hiding underneath. His scarpmetals, riding on Outrack's back, tensed, lifting their laser cannons.

"Over here," Pinion called softly, stooping down and lifting a round thing by one end, and slicing it open with his blade, just catching the gray, Insecticon shell that fell out, "Looks like the poor scout was caught by a mecha spider. "

"Looks like some of the cyber-predators are still active. At least the small ones." Ultimus peered down at the Insecticon shell. "Hopefully the spiders will be having a field day with scraplets."

"Depending on their size," Nightspin came up to crouch down by another bundle, opening it to check. Oddly he liked the Insecticons, "Something seems off..."

"What is it?" The former gladiator champion crouched down, looking at the bundle.

Nightspin held the Insecticon up out of the bundle like cocoon, "Look at the frame, this, and the one Pinion has aren't scouts these are the worker class bugs, the ones that stay in their colony and rarely come out, even for us."

"What are worker-class Insecticons doing here? There's no colony that I'm aware of in this area." Picking up another cocoon, Ultimus used a claw to crack it open, inspecting the contents.

"Did this war the Oracle mention, would it have upset the colonies?" The pink optic mech asked, not liking the thought of a hive being upset.

"Da vugs aren't da only dead 'ere," Outrack called , working his jaws to get the sparklings into a position not to be hurt before grabbing something with the end of his muzzle to pull the half transformed corpse of an advanced mecha spider, it had spears from Insecticon warriors in it.

"I would be surprised if it hadn't, considering the scale of the conflict." The former gladiator frowned at the dead spider. "What in Primus' name happened here?"

Pinion jumped, catching the edge of an out of place wall before standing up there for a vantage point. The black mech almost stepped back off, "Dear Primus... I think I found what happened."

Ultimus looked at the other guardian, then eased over to the wall, using a quick burst from his flight boosters to jump up and have a look for himself. "I assume it's nothing good."

Grabbing the hovering sphere, changing the setting Pinion tossed it out into the void that had a purple glow. The scene that lit up, mostly, was that of chaos. Evidently a hive had been right above on the bottom of the next level, the wide open space might have been used for flying lessons in ages passed. Now the advanced mecha spiders, led by a queen had collapsed the bottom of the hive and its treasured heart tumbling down.

A war like and unlike what happened with the Decepticons had promptly taken place, the spiders hadn't realized the increase of warrior and guard class Insecticons, so many of them had fallen as well as the weaker Insecticon workers and helpless larva.

But what dominated the scene, were the two giants that towered over the Guardians, and all the dead. The Queens.

Insecticon Queens had been made by Vector Sigma, the spider Queens were altered by the Quints long ago as predators to Insecticons and normal mecha alike. Both types of the Queens normally never leaving a small area once becoming adults, or sub adult stage, with massive colonies being built around them instead.

Normally.

Out of the two opposing Queens, the black and red sider was better at fighting, but the green and sliver Insecticon Queen was far from helpless. The battle had involved more than just biting, and ended with a move that might have let the green and silver giantess winning, by driving her powerful mantis like fore-arms into the sider's soft under side of her frame. In the end, she hadn't been able to move to help her followers, but was frozen in place by being caught in two veins of Dark Energon.

Tiny survivor micro-Insecticons where fluttering around her head, trying to wake their queen up with bribes of offered energon cubes, but she wouldn't respond to them. For the Queen was neither alive nor dead now, with the dark crystals locking her many joints up.

The sickly smell of the Dark Energon's corruption made Ultimus sneeze several times, trying to clear it from his scent receptors. Clamping a hand over his nose, he chose to intake air through other intakes, ones with much fewer scent receptors. "By Primus..."

"I don't think I've ever seen a bug queen fight before…" Nightspin breathed when he joined the other two, Outrack was attempting to scramble up, to hold the edge and peer over.

Pinion was the first one to let out a keen, the sound rose to a soft song to honor the green and silver queen that died fighting for her colony and hundreds of offspring.

"Usually they don't have to... The colony's warriors keep intruders or threats well away from the queen." Ultimus gazed down at the frozen tableau. "I'm not sure I want to know what that Dark Energon's done to her."

"Her colony is still loyal," Nightspin noted, seeing the three fluttering micros, "What's left of it..." his pink gaze drifted upwards and he eyed the new opening, "We can get up through the hive I think."

Ultimus sneezed again. "Gah, the reek of corruption's swamping my scent receptors. I can't smell anything." He eased forward a bit, looking for the best way up. The movement dislodged a chunk of debris, sending it clattering loudly down into the destroyed hive.

"Little help?" Came a growl from rusty colored mech, his claws dug into the wall the others were on, but had no leverage with his large and very heavy tail, and the scrapmetals still on his back and tail. Pinion turned and grasped at red shoulder guards to pull their forth up as well.

Ultimus shifted aside to make more room on the ledge, turning to look up at the gaping hole to the next level. He leaned out as far as he could without toppling over, checking for places where claws could be driven into metal as handholds for the climb. As he shifted, another chunk of debris bounced down into the massive hole, clanging loudly off the shell of a dead Insecticon warrior.

The micros fluttered in confusion at the sound, some drifting towards the guardians.

"We should take them with us," Pion said, looking at them, "They have energon, and Primus if they're not good at sniffing out more."

"How do we catch them?" The redhead blinked at the other guardian, shifting as one of his tame scrapmetals scuttled up to his shoulder.

"Can anyone mimic a queen, or a drone...or a bug at all?" The only beast mode mech asked as he finally stood up once the others had moved to make room for him.

"I've never tried," Ultimus admitted. "Though some of them used to think I was a drone, back before the slag hit the fan. They'd come and try to groom me."

"Same, but its been a long time," Pinion hummed thoughtfully, cycling a deep breath he made a sound as close to animalist as he could.

Nightspine snorted.

"You try it," Pinion demanded crossing his arms.

Ultimus blinked, tilting his head. After a moment, he attempted his own version of the sound, ruffling his plating slightly.

There was some more fluttering from the little Insecticons, burden with their cubes it wasn't easy staying up in the air. But as Ultimus tried, Outrack glanced to the side at the slightly taller Guardian, and then he lifted a hand.

_Smack!_

The thump to Ultimus' back, rattled some of the loosened armor but the sound that was forced out of the mech midway through his attempt was more insect like now.

"You're all too deep, bugs are high," The rusty colored mech explained, grinning at Ultimus.

Ultimus squawked in surprise, scrabbling for a moment to regain his balance, driving his claws into the wall. Turning, he glowered at Outrack.

The croc gave a wide fang filled smile back at him, arching an optic ridge.

"Let's head up and try and get the bugs on the way," Pinion put in, being the peace maker.

"Was that really necessary?" the blue and coppery-gold mech asked grouchily, glowering at the cheerfully unrepentant grin before turning back to examining the wall, choosing the best places for handholds.

"Got you in a higher pitch," Outrack pointed out, staying on the wall as he looked for someway up with his bulk. He snorted as Pinion and Nightspine both fired thrusters to lift up slowly. Not the most graceful but still... the guardian blinked and grinned as one of the micro Insecticons, not having energon but it still fluttered around Ultimus' head with soft squeaks.

"There are probably better ways to have done it than nearly shoving me off the ledge," Ultimus pointed out, digging both sets of claws into the wall. Then he froze, head tilting to one side. "Did anyone else just hear something?"

"Look up on your helm," Pinion's voice had repressed laughter.

That got Pinion a sour look. "My optics don't go up that far." Freeing a hand from the wall, he reached up to touch the top of his helm.

There was a fluttering feeling against his hand before something light and wispy feeling grasped around his forefinger. Sweeping transparent wings had a faint blue-white glow on the edges, and feathery insect antennae twitched towards the mech's face.

"Well, we got one." Outrack said as he fallowed after Ultimus.

"That tickles," he told the Insecticon, then resumed climbing up the wall. Bits of metal flaked down as his claws tore gouges into the wall, wedging the tips of his footplates into the gouges and pulling himself up toward the next level.

The Insecticon sneezed, fluttering back to hang onto the mech's helm. Its soft little voice scolding him for moving it, content to ride for now.

Pinion hovered behind Ultimus and Outrack, "Night' is going to look for a ledge for you two-"

**_Crack!_ **

The sound echoed and then re-echoed through the enormous chamber, a massive splintering sound that almost had Pinion's thrusters cutting out.

Ultimus froze just below the gap to the next level, armor clamping tight to his frame. Slowly, he turned his head, looking for the source of the sound.

Pinion spun around, grasping at the level debris that could support him holding on and bracing his weight against it. Above Nightspin was out of sight where he had crouched and tensed in place, staring at the other three guardians.

The frozen tableau of the war between the two colonies was unchanged. At least at the first glance, at second glance Outrack noted that all but one of the micro-Insecticons were hurrying upwards.

"That didn't sound good." Ultimus inched up one more handhold, staring down at the frozen battlefield. His armor clamped down even tighter, creaking in protest, as he noted the movements of the micro-Insecticons.

**_Crack!_ **

This time with the four watching they could see the Insecicon Queen's head jerk to one side, the mandibles opening.

Yellow optics went wide. "Oh slag... This is not good. Very not good." Ultimus checked how far he was from the next level, then looked around to locate the other three guardians.

"Move," Outrack said from below, the end of his tail twitching rapidly. "Up Ulti, move, she's _waking up!_ "

The blue and copper mech let go of the wall, his jet engines igniting with a roar. Hot engine exhaust blew small chunks of metal in all directions as the big mech grabbed the closest of his companions and shot upward, to the next level. "I won't be able to do this again, but it's the fastest way to get out of here!"

The Queen gave a murring sound that rose to scream as her whole body wrenched, to one side, the crystallized dark energon vines shattering. Her frame itself was rippling, the dark energon changing her from the inside out in reaction to the active sparks nearby.

Ultimus spat something extremely rude in an ancient dialect as he dove back down, grunting as he pried Outrack off the wall and raced back to the next level. "Run! We have to get away before she gets free!"

"Up here!" Nightspin called from above, stooping down to catch Pinion's hand as the mech jumped and after a scramble, with confused micros struggling to grab onto Guardian armor as he was pulled up. The oldest mech turned and took off through the twisted tunnels of the hive to make sure the way was clear as the other guardian bent and offered his hand to the two below once they were on semi solid ground again.

Ultimus landed with Outrack, his engines whining as they shut down. He paused long enough for the micro-Insecticons to land and latch on, then bolted down the tunnel, bounding from semi-solid to semi-solid piece of ground as best he could.

The heaver mech growled as he fallowed right behind, stopping only long enough to crouch under a wall and ledge that Pinion was at. Lacing his fingures to give Ulimus a boost up with his thrusters over heated. "Come on, you first, than my tail."

The redhead nodded, accepting the boost. He leaned down to help the next mech up, glancing nervously back down the tunnel toward the Insecticon hive.

The world collapsed then, or at least that's what it seemed like as the lower levels of the Hive shook and broke apart. Outrack lunged for Ultimus, scrambling to get his heavy frame up and over, and he reached back just in time to yank his tail up and over as well as massive mandibles snapped close where it had been.

"Primus!" Outrack yelled, using a foot to stomp on the Queen's head as she attempted to work closer to the two. "Those are bigger fangs than ours!"

"Bigger, sharper, and definitely nastier!" the yellow-eyed mech agreed, pulling on the other mech. "Let's just hope we're faster than she is!"

The rusty mech stumbled, struggling to get his feet before finally snarling and shoved Ultimus off and collapsed into his beast mode, squeaking came from his tightly closed jaws. Pinion's voice called the mechs to fallow Nightspine's trail, staying with his shoulder to a weakened arch way.

Ultimus growled back at Outrack, sprinting through the archway. His optics glowed bright yellow as he glanced back at the snapping jaws of the corrupted queen, sneezing as the scent of the Dark Energon wafted through the corridor.

The cyber-croc slowed long enough to turn and then lashed out with his armored tail, the blow to the arch way crippled it farther. Pinion roared an old battle cry as he collapsed the arch way, the Queen's scream a counter point to the roar as she was blocked off from the Guardians. Pinion stumbled out of the dust cloud, snorting to clear his intakes.

"If that doesn't slow or stop her I think we're scrapped." he gasped out.

Ultimus leaned heavily on a wall, lifting one leg to take a look at his turbines. "That's it; I won't be able to fly anymore until my engines get repaired. Let's hope we don't need flight capability again on the trip... and let's hope I didn't just jinx us."

"There's Nightspin and I that have booster thrusters still." Pinion said as he trotted over, "Let's not test our luck, I don't want to stay and find out if the newly reborn Queen can figure out how to use those killing claws to dig."

"Agreed. Let's get as far away from her as we can." Lowering his foot, the blue and coppery mech pushed away from the wall, peering down the dark corridor ahead.

Pinion nodded to the reddish movement, "Fallow the tail... hmm. How are your sparklings? Allaccounted for inside...where's Jack?"

Ultimus reached back and pulled his red braid over his shoulder, pointing at a lump in the middle just under his helmet. "She has her ways of clinging on." He said proudly before blue and coppery armor flared open to reveal three pairs of optics peeking out.

"Good thing she's staying small," the other mech smiled, ruffling his armor to hear the reassuring chirps from those hidden inside. "At least there's another use for this thing too," he pointed at the braid, "Other than making you turn on the brakes that is."

"It has its uses," the redhead replied with mock-dignity. "The fun part is trying to untangle her when she's particularly wiggly getting into it. It also lets her sleep while I'm moving without having to worry about falling off."

"Neatly tangled mmm?" Pinion chuckled but his optics were scanning along with every other sense he had. He frowned as they caught up with the other two, picking up on a new sent that wasn't old bug, or debris. It was familiar but...not.

Ultimus' air vents hissed as he inhaled, frowning and peering down the dark tunnel. "What is that?"

Nightspin looked up from checking on his mechling tucked safely in his armor, the old Guardian sniffed, "I know that... that is someone we know."

A low growl came from Outrack, twitching his tail then flattening it on the ground, "There's vibrations from below as well..."

"We should keep moving." Ultimus eased down the corridor, shifting armor plates to expose his ground vehicle alt's headlights and shining them down the tunnel. "If that's a level-collapse down below I don't want to fall back down should the floor give way."

"Or that poor Queen finding us again." Pinion sighed, tucking the wing like panels down, and another set of lights joining, then a third from the oldest Guardian. He glanced to the side as Outrack stalked forward to walk beside Ultimus, using his tail to feel for vibrations. Plus Ultimus tracking, they should have enough warning.

Small claws scrabbled on armor as Ultimus' pet scrapmetals climbed back onto Outrack, their small but powerful laser guns aiming forward. One of them chittered to the others, climbing onto Outrack's head for a better viewpoint.

"Another hazard I'd rather avoid... I don't know what getting bitten by a corrupted Insecticon queen would result in, and I'd just as soon not find out." Ultimus eased down the corridor, testing his footing as he went. Wisps of smoke were still curling from his turbines, evidence of something having burned out.

"Considering how many teeth queens have in their mandibles, it would hurt even us just with that," Outrack gave his armored scaled helm a little shake, clawed paws flexing as he moved.

The scrapmetal on the cyber-croc's head protested the movement with indignant chittering, holding on tighter and hopping up and down a bit. Ultimus laughed at the other guardian, pausing to eye a pile of wreckage where a wall had collapsed. "Watch your step here..."

Nighspin slowed, letting Outrack poke and prod his clinger-ons onto his back before transforming. Soft chirps came from between the croc's jaws, little optics peering out before he closed them protectively and switched to coms.

Pinion sniffed and vented, "That scent's getting stronger."

Ultimus sneezed suddenly. "Fraggit... Something's burning under that gap, don't breath in the smoke. Whatever's burning down there _stinks_." He sneezed several more times, giving another rent in the wall a wide berth. "Gah, can't smell a thing now..."

Pinion reached over and pulled Ultimus clear, his vents shut off for now, and purged them once they were another two chambers away, "Are you alright? Did the smoke get under your armor?" he was instantly concerned over the sparklings.

"I've been keeping my armor flat to my frame since that queen came after us. It's just in my air passages and sinus cavities. Keep clear of it." Ultimus vented air heavily several times. "That was nasty..."

"What was it?" Outrack asked, his sense of smell in beast mode greatly reduced.

"Smelled like burning wires, tainted energon, and corrosion. Dunno what else. But it burns the sinuses. Keep your vents closed and armor tight until we get away from it. I don't want that poison getting near the littles." Ultimus eyed the gap where the smoke was coming from, keeping a wary distance.

"Then let us move on," Nightspin said as he ran his hands over a wall, then with a growl broke through the thin wall, pulling chunks out in a way that would have put worker Insecticons in all sorts of tizzies had they still been around.

"What is it?" Ultimus peered over the other mech's shoulder, blinking at the wall where Nightspin was tearing through.

Nightspin carefully sniffed, peered up then down, extending a hand out beyond the opening, "Its a heat shaft, if I remember most hive lay outs the top should open into a hatchling chamber."

"Another way out of here?" Ultimus finally got his nasal passages clear, inhaling carefully to make sure his systems weren't damaged or clogged.

"Yes," the elder mech nodded, pulling some more chunks out to lean out and look down, then up, "Maybe there might be a few unhatched or undamaged eggs up there was well. Even young Insecticons are useful."

"Will this support us though," Pinion asked, using the toe of a pede to nudge at the debris.

"My engines are shot; if anyone falls I won't be able to catch them or fly them up," the redhead added, peering at the debris with a critical optic. "It'll be slow, very careful going."

"Mine are still working," Pinion offered as he took his turn to look in, reaching a hand out to scratch at the inner walls. He chuckled, "It was one of the things I had my Wreckers work on last time they came by."

"I'd intended to have some maintenance done, but things went to the Pit before I could get to it." Ultimus leaned over Pinion, peering upward. One of the micro-Insecticons still clinging to his helm shifted, feathery antennae sweeping briefly across his vision, and squeaked.

"Hmm..." Pinion shifted, turned and offered his arms to the mechs behind him to be supported as he leaned back into the open. Nightspin clasped forearms with him to let the truck to aimed his lights upwards.

Yellow optics followed the beams of the lights, eying the way up critically. Ultimus sank his claws into the debris, climbing carefully around it and onto the wall of the heat shaft.

"Mark a path if you can for Outrack's big scaly aft," Pinion chuckled, keeping his lights bright for Ultimus.

Ultimus glanced back over his shoulder. "Might be best for him to follow right behind, so he can use hand- and footholds that we've already dug out. I'll try to find the path of least resistance on my way up."

"Would vike a tunnel to get into..." The cybercroc grumbled.

"All of which are too small or collapsed in these lower parts of the hive." Nightspin pointed out. "Ultimus, see if you can cut the top if it isn't already open to the incubation chamber. I cannot tell from down here.

"Better keep your heads out of the way, since it's likely to fall back down the shaft and I'll never hear the end of it if it hits someone." The redhead resumed climbing, checking to make sure the walls were still stable as he went. His lights reflected off dull metal as he went, peering upward to see if he could find the top of the shaft.

**Author's Note:**

> This idea was first brought up by Icy some time after I let her borrow my character Ultimus as one of the Life Pool Guardians of Vector Sigma for her fic series. We spent many nights hashing out the details and laughing ourselves sick over stray plot possibilities, and then we got down to writing. It's been quite interesting to write and develop


End file.
